AMENDMENT NO. 2 TO INVESTMENT ADVISORY AGREEMENT
This Amendment No. 2 to the Investment Advisory Agreement (the "Agreement")
dated February 12, 2001, as amended on August 11, 2005, by and between Met
Investors Advisory Corp. (now known as Met Investors Advisory LLC) (the
"Manager") and OppenheimerFunds, Inc. (the "Adviser") with respect to the
▇▇▇▇▇▇▇▇▇▇▇ Capital Appreciation Portfolio ("Portfolio"), is entered into
effective the 1st day of November, 2006.
WHEREAS the Agreement provides for the Adviser to provide certain
investment advisory services to the Manager, for which the Adviser is to receive
agreed upon fees; and
WHEREAS the Manager and the Adviser desire to make certain changes to the
Agreement;
NOW, THEREFORE, the Manager and the Adviser hereby agree that the Agreement
is amended as follows:
1. Schedule A of the Agreement hereby is amended to change the Adviser's
fee to the following:
Percentage of average daily net assets
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▇▇▇▇▇▇▇▇▇▇▇ Capital 0.40% of the first $150 million of such assets, plus 0.375%
Appreciation of such assets over $150 million up to $300 million, plus
Portfolio 0.35% of such assets over $300 million up to $500 million,
plus 0.30% of such assets over $500 million up to $700
million, plus 0.275% of such assets over $700 million up to
$900 million, plus 0.25% of such assets over $900 million
2. All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the 1st day of November, 2006.
MET INVESTORS ADVISORY LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. Forget
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Authorized Officer
OPPENHEIMERFUNDS, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Authorized Officer
